Report on the work of independent directors in 2021
Dear shareholders
As an independent director of Yunnan Baiyao Group Co.Ltd(000538) (hereinafter referred to as “the company”), in 2021, I strictly followed the company law, the securities law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of public shareholders and other laws, regulations and normative documents, as well as the articles of association of the company In accordance with the requirements of the working system for annual reports of independent directors and other relevant regulations, abide by the principles of integrity, loyalty and diligence, abide by the norms for the performance of duties of independent directors, exercise the rights and obligations of independent directors cautiously, independently and objectively, give full play to the role of independent directors, and effectively safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders. The performance of duties in 2021 is reported as follows:
1、 Attendance at meetings
In 2021, the ninth board of directors of the company held 10 meetings, and I attended all board meetings 10 times in strict accordance with relevant specifications; In 2021, the company held two general meetings of shareholders, and I attended one meeting as a nonvoting delegate. The details of participants are shown in the table below:
Table 1: attendance at the board of directors and shareholders’ meeting
Whether the number of absentee shareholders who should attend the on-site attendance and entrust the attendance by means of communication in the reporting period has not been attended for two consecutive times
Number of meetings of the board of directors number of times of attending meetings number of times of attending meetings in person
10 1 9 0 0 0 No 1
In my opinion, during the reporting period, the convening, contents and procedures of the company’s previous board of directors and general meetings of shareholders were in line with the provisions of laws and regulations, normative documents and the articles of association. Before each meeting, I can receive and fully understand the relevant materials of the meeting in advance at the specified time, actively participate in the discussion of the discussion topics, fully exercise the functions and powers of independent directors on the decisions on the major matters of the company I have learned, and issue independent opinions on the corresponding matters in accordance with the law, which has played a positive role in making scientific decisions for the board of directors of the company. During the reporting period, I voted in favour of the relevant proposals considered at all previous board meetings, and there was no negative vote or abstention.
2、 Independent opinions expressed
In 2021, in strict accordance with the requirements of various laws, regulations and normative documents, I firmly adhered to the professional ethics of independent directors, earnestly performed various rights and obligations of independent directors, and carefully, independently and objectively deliberated on senior management appointment, related party transactions, capital occupation, major asset purchase, stock option incentive plan, employee stock ownership plan, securities investment and other related matters. During the reporting period, I issued 23 independent opinions and 6 prior approval opinions on the review contents, which played a positive role in promoting the company’s board of directors to make more scientific and reasonable strategic decisions in line with the company’s development. See the following table for details:
Time independent opinion
1. Independent opinions on the appointment of senior managers of the company
March 3, 2021
2. Independent opinions on the election of candidates for independent directors
3. Independent opinions on the self-evaluation report of the company’s internal control in 2020
4. Independent opinions on the company’s 2020 profit distribution plan
5. Independent opinions on the renewal of the company’s 2021 audit institution (including internal control audit)
March 25, 2021 6. Special instructions and independent opinions on fund occupation and external guarantee of related parties of the company
7. Independent opinions on the prediction of daily connected transactions in 2021
8. Special notice on the large difference between the actual amount and the expected amount of daily connected transactions in 2020
see
9. On the measures for the administration of remuneration and assessment of core personnel such as directors, supervisors and senior managers, 2020
Independent opinion on Implementation
10. Independent opinions on granting stock options reserved in 2020 stock option incentive plan to incentive objects
11. Independent opinions on matters related to the implementation of the company’s employee stock ownership plan in 2021
12. Independent opinions on the company’s securities investment in 2020
13. Independent opinions on matters related to Yunnan Baiyao Group Co.Ltd(000538) major asset purchase on May 11, 2021
14. Independent opinions on the achievement of exercise conditions in the first exercise period of stock options first granted by the company’s stock option incentive plan in 2020
15. Independent opinions on cancellation of some stock options on June 8, 2021
16. Independent opinions on adjusting the transaction price of employee stock ownership plan in 2021
17. Independent opinions on the shareholder return plan for Yunnan Baiyao Group Co.Ltd(000538) next three years (20212023)
18. Independent opinions on the independence of valuation institutions, the rationality of valuation assumptions and the fairness of valuation pricing on June 11, 2021
19. Independent opinions on matters related to Yunnan Baiyao Group Co.Ltd(000538) major asset purchase
August 26, 202120. Special instructions and independent opinions on fund occupation and external guarantee of related parties of the company
On November 3, 2021, 21, independent opinions on yunbaiyao Hong Kong Co., Ltd.’s plan to comprehensively tender for all shares and related party transactions of Bandung Holding Group Co., Ltd
22. Independent opinions on the estimated daily connected transactions in 2022
December 29, 2021
23. Independent opinions on using idle self owned funds to carry out securities investment and adjust the amount in 2022
Time of publication and prior approval
1. Prior approval opinions on the renewal of the company’s audit institution (including internal control audit) in 2021 March 25, 2021
2. Prior approval opinions on the expected daily connected transactions in 2021
May 11, 2021 3. Prior approval opinions on matters related to Yunnan Baiyao Group Co.Ltd(000538) major asset purchase
June 11, 2021 4. Prior approval opinions on matters related to Yunnan Baiyao Group Co.Ltd(000538) major asset purchase
On November 3, 2021, 5. Pre approval opinions on yunbaiyao Hong Kong Co., Ltd.’s plan to comprehensively tender for all shares of Bandung Holding Group Co., Ltd. and related party transactions
December 29, 2021 6. Prior approval opinions on the expected daily connected transactions in 2022
3、 Work of professional committees
(I) remuneration and assessment committee
As the chairman of the remuneration and assessment committee of the board of directors of the company, I organized and held 8 meetings of the remuneration and assessment committee during the reporting period, carefully deliberated on the stock option incentive plan, employee stock ownership plan in 2021, executive plan of fixed remuneration for senior managers in 2021 and other proposals, and based on my professional knowledge and experience in law, securities and other aspects, I Supervisors and senior managers fully perform their duties and further improve the incentive mechanism of Listed Companies in line with market laws and international standards.
(II) Nomination Committee
As a member of the nomination committee of the board of directors of the company, I attended all two meetings of the Nomination Committee during the reporting period in accordance with relevant laws and regulations and the articles of association, carefully considered the proposal on the appointment of CEO and the nomination of independent directors, and fully listened to the report on the recommendation of the company to introduce chief scientists, so as to comprehensively improve the innovation and R & D ability and the integration ability of global scientific and technological resources and help the company speed up the incubation of new businesses, Suggestions and suggestions on promoting sustained and steady growth.
(III) audit committee
During the reporting period, as a member of the audit committee of the board of directors of the company, I attended 7 meetings of the audit committee in accordance with relevant laws and regulations and the articles of association. During the meeting, in accordance with the requirements of relevant national laws and regulations, I carefully considered the company’s 2021 internal audit plan and annual report audit plan, regular report of financial information, 2020 financial final accounts, 2021 financial budget, daily connected transactions, changes in accounting policies and other matters, and objectively and prudently expressed my opinions. It provides a practical guarantee for the authenticity and accuracy of the company’s financial data information disclosure and the efficient completion of various audit and evaluation work. (IV) strategy committee
As a member of the strategy committee of the board of directors of the company, I attended all 2 meetings of the Strategy Committee during the reporting period. In 2021, Yunnan Baiyao Group Co.Ltd(000538) under the guidance of the corporate vision of “protecting life and health”, actively embrace the changes of the times and industry, and make solid progress towards the goal of the second growth curve. Under the new pattern, I will discuss and study with the members of the Strategy Committee on how to ensure the company’s higher quality operation with a more scientific and reasonable organizational structure, so as to help the company’s globalization strategy move forward steadily. At the same time, I carefully considered the proposal on equity transfer and capital increase of wholly-owned subsidiaries, and gave advice for the company to actively explore the upstream and downstream business model of medical beauty industry and promote the ecological layout of medical beauty industry chain.
4、 On site investigation and improvement of performance ability
During the reporting period, I attended all the board meetings held by the company and attended some shareholders’ meetings as nonvoting delegates. I used the time of on-site attendance to conduct in-depth communication with other directors and senior managers of the company to fully understand the operation and development layout of the company. In addition, I also maintain smooth communication with the company’s directors, senior managers and other relevant personnel through telephone, e-mail, SMS and other channels, so as to understand the latest situation of the company in real time.
5、 Protection of investors’ rights and interests
During the reporting period, I conducted independent, objective and fair deliberation on various proposals of the board of directors and exercised all voting rights carefully and prudently; At the same time, in strict accordance with the requirements of laws and regulations, carefully expressed independent opinions on relevant matters, and objectively and seriously supervised and investigated the performance of directors and senior managers of the company; For major issues involving the interests of shareholders, conduct comprehensive consultation and evaluation with the directors and senior executives of the company to effectively safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. In addition, I continuously supervise the performance of the company’s information disclosure obligations to ensure that the company’s information disclosure to all shareholders is strictly true, accurate, complete, concise, clear and easy to understand.
6、 Other work during the reporting period
(I) there is no proposal to convene the board of directors;
(II) there is no proposal to employ or dismiss an accounting firm;
(III) there are no independent external audit institutions and consulting institutions.
7、 The company supports the performance of independent directors
In 2021, in the process of performing my duties as an independent director, the company gave comprehensive support and cooperation, set up a variety of real-time communication methods such as on-site, telephone, email, wechat and SMS, and actively provided favorable conditions such as relevant staff, meeting materials and on-site office. When I put forward supplementary opinions on the review materials, the company can feed back effective information in a short time, It provides effective guarantee and strong support for me to perform my duties as an independent director.
8、 Overall evaluation and Prospect
With the formal implementation of the Securities Law on March 1, 2020, the punishment for crimes such as fraudulent issuance and false information disclosure has been greatly increased, the criminal responsibility of “key minorities” such as controlling shareholders and actual controllers has been strengthened, and the “gatekeeper” responsibility of intermediaries such as sponsors has been compacted. In 2021, I earnestly performed the relevant functions and powers of independent directors in strict accordance with the requirements of relevant laws, regulations and normative documents, Promoted the stable, healthy and rapid development of the company.
At the beginning of 2022, the China Securities Regulatory Commission and the Shanghai and Shenzhen stock markets successively issued the latest regulatory guidelines and relevant documents, which put forward stricter, more pragmatic and more detailed requirements for the standardized operation of listed companies and the continuous improvement of the quality of listed companies. 2022 coincides with the important milestone of the 120th anniversary of Yunnan Baiyao Group Co.Ltd(000538) creation. With “user thinking” as the core and underlying logic, the company gradually moves from marketing to the iterative upgrading driven by marketing, R & D, capital and digitization, and continues to promote the rapid implementation of the new strategic track, Yunnan Baiyao Group Co.Ltd(000538) driven by the new growth engine. In 2022, I will continue to practice the purpose of “four awes”, diligently fulfill the obligations of independent directors, give full play to the supervisory role of independent directors, safeguard the legitimate rights and interests of all shareholders, especially minority shareholders, and further improve corporate governance. At the same time, I will make full use of my professional knowledge and experience to provide more constructive suggestions for Yunnan Baiyao Group Co.Ltd(000538) development and provide reference for the scientific decision-making of the board of directors. I also sincerely hope that Yunnan Baiyao Group Co.Ltd(000538) under the leadership of the board of directors, the company will operate in a down-to-earth and steady manner, and work with stakeholders to move forward towards a more ambitious goal and vision.
To sum up, this report is hereby.
